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Russian sanctions: can shares still be transferred?
In a recent ruling, the Netherlands Enterprise Court held that frozen shares in a buyout procedure can only be transferred via consignment of the buyout price. This means that the purchase price of the shares is not paid directly to the sanctioned shareholder, but is deposited into a separate escrow account. However, an opinion from the European Union suggests that this issue is less complicated than that: under certain circumstances, frozen shares […]
A 50/50 shareholder dispute: how does a procedure at the Netherlands Enterprise Court look like and what can the court decide?
In a 50/50 shareholder arrangement, a conflict can quickly lead to a management deadlock: no further decisions can be taken, whilst the company must continue to operate. As the parties cannot reach an agreement, they often turn to the courts. Since the entry into force of the Act amending the dispute resolution scheme and clarifying the admissibility requirements for the […]
Directors’ liability in the event of refusal to pay: when is a director personally liable?
A director may be personally liable if he causes, or permits, a company to fail to pay a debt, whilst he should have seriously considered the likelihood that that debt would have to be settled in the near future. This applies not only to clear-cut ‘walk-away’ schemes, but also, for example, where a director allows […]
